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REGISTRATION STATEMENT CONSISTS OF [11] PAGES.
THE EXHIBIT INDEX APPEARS ON PAGE [9].
File No. 333-
As filed with the Securities and Exchange Commission on December 31, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
TYCO INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-2297459
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
ONE TYCO PARK, EXETER, NEW HAMPSHIRE 03833
(Address of Principal Executive Offices)
(603) 778-9700
(Registrant's Telephone Number)
TYCO INTERNATIONAL LTD. RETIREMENT SAVINGS AND INVESTMENT PLAN II
TYCO INTERNATIONAL LTD. RETIREMENT SAVINGS AND INVESTMENT PLAN III
TYCO INTERNATIONAL LTD. RETIREMENT SAVINGS AND INVESTMENT PLAN IV
(Full Title of the Plan)
____________________
Mark H. Swartz
Vice President and Chief Financial Officer
TYCO INTERNATIONAL LTD.
ONE TYCO PARK
EXETER, NEW HAMPSHIRE 03833
(Name and Address of Agent for Service)
(603) 778-9700
(Telephone Number, Including Area Code, of Agent for Service)
____________________
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Calculation of Registration Fee
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registra-
be Registered (1) Registered (2) Per Share Price tion Fee
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Common Stock,
$0.50 par value 1,000,000 $53.8125 (3) $53,812,500 $18,556
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"),this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Tyco International Ltd. Retirement Savings and Investment Plans, as listed
in Part II, Item 3.
(2) Plus such additional number of shares as may be required pursuant to the
retirement plans in the event of a stock split, stock dividend,
recapitalization, reorganization, merger, consolidation or other similar
event.
(3) This estimate is made pursuant to Rule 457(c) and (h) of the Securities Act
solely for the purpose of determining the amount of the registration fee
and is based upon the market value of outstanding shares of the Company's
common stock on December 27, 1996, utilizing the average of the high and
low sale prices on the New York Stock Exchange on that date.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Tyco International Ltd. (the "Company") and the plans listed below:
- - Tyco International Ltd. Retirement Savings and Investment Plan II
- - Tyco International Ltd. Retirement Savings and Investment Plan III
- - Tyco International Ltd. Retirement Savings and Investment Plan IV
(collectively, the "Plans") hereby incorporate by reference the documents listed
below, which have previously been filed with the Securities and Exchange
Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a) and 13(c),
Section 14 and Section 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares to be offered hereby will be passed upon for the
Company by M. Brian Moroze, General Counsel and Assistant Secretary of the
Company.
3
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Articles of Organization of the Company provide that the
Company shall indemnify certain persons, including directors and officers,
against liabilities, amounts paid in settlement and professional fees and other
disbursements incurred by each such person in connection with any action, suit
or proceeding, civil or criminal, brought or threatened in or before any court,
tribunal, administrative or legislative body or agency in which he is involved
as a result of his serving or having served in such position or, at the request
of the Company, in certain positions of any other corporation in which the
Company owns shares or of which it is a creditor. No indemnification shall be
provided to an individual with respect to a matter as to which it shall have
been adjudicated that he did not act in good faith in the reasonable belief that
his action was in the best interests of the Company. In the event that any
action, suit or proceeding is compromised or settled so as to impose any
liabilities or obligation upon a person eligible for indemnification by the
Company, no indemnification shall be provided to him with respect to such matter
if the Company has obtained an opinion of its counsel that with respect to said
matter he did not act in good faith in the reasonable belief that his action was
in the best interests of the Company. The Restated Articles of Organization of
the Company further provide that nothing in them shall limit any lawful rights
to indemnification existing independently of them.
Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts provides that a corporation may indemnify any director or officer
(among others) except as to any matter as to which he is adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interests of the corporation. Section 67 further
provides that a corporation has the power to purchase and maintain insurance
policies on behalf of any such officer or director against liability incurred by
him in such capacity or arising out of his status as such, whether or not the
corporation has the power to indemnify such officer or director against such
liability.
The Company maintains $35,000,000 of insurance to reimburse its directors
and officers for charges and expenses incurred by them for wrongful acts claimed
against them by reason of their being or having been directors or officers of
the Company or any Subsidiary thereof. Such insurance specifically excludes
reimbursement of any director or officer for any charge or expense incurred in
connection with various designated matters, including libel or slander,
illegally obtained personal profits, profits recovered by the Company pursuant
to Section 16(b) of the Exchange Act and deliberate dishonesty.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
(a) The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
EXHIBIT
3.1 Restated Articles of Organization, as amended [incorporated by
reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1987].
3.2 Articles of Amendment dated November 9, 1993, effective November 10,
1993 [incorporated by reference to Exhibit 3 to the Company's Current
Report on Form 8-K filed on November 12, 1993]
3.3 By-laws, as amended [incorporated by reference to Exhibit 3 to the
Company's Annnual Report on Form 10-K for the fiscal year ended June
30, 1996].
5.1 Opinion of M. Brian Moroze, General Counsel and Assistant Secretary, as
to the legality of the securities being registered.
4
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23.1(a) Consent of Counsel (included in Exhibit 5.1 hereto)
23.1(b) Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included in Part II of this registration
statement).
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the undersigned
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to submit the Plans and any
amendments thereto to the Internal Revenue Service in a timely manner and to
make all changes required by the Internal Revenue Service in order to qualify
the Plans.
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(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Exeter, State of New Hampshire, on the 30th day of
December, 1996.
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
--------------------------------------
Mark H. Swartz
Vice President - Chief Financial Officer
(Principal Financial and Accounting
Officer)
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and
appoints L. Dennis Kozlowski and Mark H. Swartz, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement and all pre-effective and post-
effective amendments, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto such attorneys-in-fact and agents, and each of them full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON
DECEMBER 30, 1996 IN THE CAPACITIES INDICATED BELOW.
Chairman of the Board, Chief Executive Officer
/s/ L. Dennis Kozlowski and Director (Principal Executive Officer)
- ---------------------------
L. Dennis Kozlowski
Director
- ---------------------------
Joshua M. Berman
/s/ Richard S. Bodman Director
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Richard S. Bodman
/s/ John F. Fort Director
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John F. Fort
Director
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Stephen W. Foss
/s/ Richard A. Gilleland Director
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Richard A. Gilleland
Director
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Philip M. Hampton
/s/ Mark H. Swartz Vice President - Chief Financial Officer
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Mark H. Swartz
/s/ Frank E. Walsh, Jr. Director
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Frank E. Walsh, Jr.
7
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Pursuant to the requirements of the Securities Act of 1933, the members of the
Tyco Retirement Committee, which is authorized to take action on behalf of and
in the name of the Plans have duly caused this registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Exeter, State of New Hampshire, on the 30th day of December, 1996.
TYCO INTERNATIONAL LTD.
RETIREMENT COMMITTEE
By: /s/ Barbara S. Miller
------------------------------------------
Barbara S. Miller, Authorized Signatory
8
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EXHIBIT INDEX
Exhibit No. Description
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3.1 Restated Articles of Organization, as amended [incorporated by
reference to Exhibit 3(a) to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1987]
3.2 Articles of Amendment dated November 9, 1993, effective
November 10, 1993 [incorporated by reference to Exhibit 3 to the
Company's Current Report on Form 8-K filed on November 12, 1993]
3.3 By-laws, as amended [incorporated by reference to Exhibit 3 to
the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1996]
5.1 Opinion of M. Brian Moroze, General Counsel and Assistant
Secretary, as to the legality of the securities being registered.
23.1(a) Consent of Counsel (included in Exhibit 5.1 hereto)
23.1(b) Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included in Part II
of this registration statement)
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EXHIBIT 5.1
December 30, 1996
Tyco International Ltd
One Tyco Park
Exeter, New Hampshire 03833
Re: Tyco International Ltd. Retirement Savings and Investment Plans II, III,
& IV
Dear Sirs:
I am General Counsel of Tyco International Ltd., a Massachusetts
corporation (the "Company"). I refer to the registration pursuant to the
Securities Act of 1933, as amended (the "Act"), of 1,000,000 shares of
Common Stock, par value $.50 per share (the "Shares"), of the Company which
may be issued under the Tyco International Ltd. Retirement Savings and
Investment Plans (the "Plans").
I have advised the Company in connection with the registration of the
Shares under the Act. I have examined the Plans; the Restated Articles of
Organization and the By-laws of the Company, each as amended to date; such
records of the corporate proceedings of the Company as I deemed relevant; the
Registration Statement on Form S-8 under the Act relating to the Shares (the
"Registration Statement"); and such other certificates, records and documents
as I considered necessary for the purposes of this opinion. I have also
examined and relied upon representations, statements or certificates of
public officials and officers and representatives of the Company.
Based upon the foregoing, I am of the opinion that upon the issuance and
delivery of the Shares in accordance with the terms of the Registration
Statement and the Plans, the Shares will be legally issued, fully paid and
non-assessable shares of the Company's Common Stock. My opinion assumes that
all requisite steps will be taken to comply with the requirements of the Act
and applicable requirements of state laws regulating the offer and sale of
securities.
I am an attorney admitted to practice in the Commonwealth of
Massachusetts and the State of New York. I express no opinion concerning the
laws of any jurisdiction other than the laws of the United States of America,
the Commonwealth of Massachusetts, and the State of New York.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name therein. I am delivering
this opinion to the Company, and no other person other than the Company may
rely on it.
Very truly yours,
/s/ M. Brian Moroze
---------------------------------------
M. Brian Moroze
General Counsel and Assistant Secretary
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EXHIBIT 23.1 (b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement of Tyco International Ltd. on Form S-8 of our reports dated July 25,
1996 on our audits of the consolidated financial statements and financial
statement schedule of Tyco International Ltd. as of and for the years ended
June 30, 1996 and 1995.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 30, 1996
